69 These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, offi f cers, or other employees, which may discourage lawsuits against us and our directors, offi f cers, and other employees. If a court were to find either exclusive-forum provision in our bylaws to be inapplicable or unenfor f ceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business. Our bylaws further provide that unless we otherwise consent in writing, the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceabi a lity of the exclusive forum provisions of our amended and restated certific f ate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. General Risk Factors If securitie i s analys l ts do not publis l h research or repor e ts about our busine i ss or if they publis l h negat e iv t e evaluations of our stoc t k, the price of our stoc t k couldl declin l e. The trading market for our common stock will rely in part on the research and reports that industry r or financial analysts publish about us or our business. If one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline. Future sales of our common stoc t k in the public l market couldl cause our share price to declin l e, even if our busine i ss is doing i well. Sales of a subs u tantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unabl a e to predict the effe f ct that sales, particularly sales by our directors, executive offi f cers and significant stockholders, may have on the prevailing market price of our common stock. All of our outstanding shares of common stock are availabl a e for sale in the public market, subj u ect only to the restrictions of Rule 144 under the Securities Act in the case of our affi f liates. In addition, the shares of common stock subj u ect to outstanding options under our equity incentive plans and the shares reserved for future issuance under our equity incentive plans, as well as shares issuable upon vesting of restricted stock unit awards, will become eligible for sale in the public market in the future, subj u ect to certain legal and contractua t l limitations. In addition, certain holders of our common stock have the right, subj u ect to various conditions and limitations, to request we include their shares of our common stock in registration statements we may file relating to our securities. If any of these additional shares are sold, or if it is perceived that they will be sold, in the public market, the market price of our common stock could decline. A failure to maintain an effe f ctiv t e system t of internal contro t l over fina i ncial repor e ting couldl result in material misstat t em t ents of our fina i ncial stat t em t ents in future periods and may a impai m ri our ability i to comply with i the accounting i and repor e ting i requirements applic l ablel to public l companies. Furthe t rmore, our busine i ss, fina i ncial position, and results of operations couldl be adverse r ly affe f cted t .d As a public company, we are subj u ect to reporting and other obligations under the Exchange Act, including the requirements of the Sarbanes-Oxley Act of 2002, or SOX, Section 404, which require annual management assessments of the effe f ctiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to determine that our internal control over financial reporting is effe f ctive are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, our management may identify f material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by SOX. These reporting and other obligations place significant demands on our management and administrative and operational resources, including accounting resources. Our management is responsible for establ a ishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonabl a e assurance regarding the reliabi a lity of financial reporting and the preparation of financial statements for external purpos r es in accordance with accounting principles generally accepted in the United States. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonabl a e possibility that a material misstatement of annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Any failure to maintain effe f ctive internal controls could also have an adverse effe f ct on our business, financial position and results of operations.